UNITED
      STATES


SECURITIES
      AND EXCHANGE COMMISSION


WASHINGTON,
      D.C. 20549


**F
      O R M 20 - F/A**





[ 
                ]
            REGISTRATION
                STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE
                ACT
                OF 1934


OR


[X]
            ANNUAL
                REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
                ACT OF
                1934


For
      the
      fiscal year ended December 31, 2006


OR


[
                 ]
            TRANSITION
                REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
                ACT OF
                1934


OR


[
                 ]
            SHELL
                COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
                EXCHANGE
                ACT OF 1934


Date
      of
      event requiring this shell company report..........................





For
      the
      transition period from ________ to ________


Commission
      file number: 005-52583





**BLUEPHOENIX
      SOLUTIONS LTD.**


(Exact
      Name of Registrant as Specified in Its Charter)





**Israel**


(Jurisdiction
      of Incorporation or Organization)





**8
      Maskit Street, Herzlia 46120, Israel**


(Address
      of Principal Executive Offices)





Securities
      registered or to be registered pursuant to Section 12(b) of the
      Act:


Ordinary
      shares, NIS 0.01 par value





Securities
      registered or to be registered pursuant to Section 12(g) of the
      Act:


None


(Title
      of
      Class)





Securities
      for which there is a reporting obligation pursuant to Section 15(d) of the
      Act:


Ordinary
      shares, NIS 0.01 par value


(Title
      of
      Class)





Indicate
      the number of outstanding shares of each of the issuer’s classes of capital or
      common stock as of December 31, 2006:


14,298,358
      Ordinary shares, NIS 0.01 per share





Indicate
      by check mark if the registrant is a well-known seasoned issuer, as defined
      in
      Rule 405 of the Securities Act.





Yes
      [ ]
      No [X]





If
      this
      report is an annual or transition report, indicate by check mark if the
      registrant is not required to file reports pursuant to Section 13 or 15(d)
      of
      the Securities Exchange Act of 1934.












Yes
      [  ] No [X]





Note
      -
      Checking the box above will not relieve any registrant required to file reports
      pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 from
      their obligations under those Sections.





Indicate
      by check mark whether the registrant (1) has filed all reports required to
      be
      filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
      the
      preceding 12 months (or for such shorter period that the registrant was required
      to file such reports), and (2) has been subject to such filing requirements
      for
      the past 90 days.


Yes
      [X]
      No [  ]





Indicated
      by check mark whether the registrant is a large accelerated filer, an
      accelerated filer, or a non-accelerated filer. See definition of “accelerated
      filer” in Rule 12b-2 of the Exchange Act. (Check one):





Large
      accelerated filer [  ]   Accelerated
      filer [  ]    Non-accelerated
      filer [X]





Indicate
      by check mark which financial statement item the registrant has elected to
      follow.





Item
      17
      [  ] Item 18 [X]





If
      this
      is an annual report, indicate by check mark whether the registrant is a shell
      company (as defined in Rule 12b-2 of the Exchange Act).





Yes
      [  ] No [X]













Explanatory
      Note




BluePhoenix
      Solutions Ltd. (the “ Company ”)
      is
      filing this Amendment No. 1 to the Annual Report on Form 20-F in order to
      correct a typographical error in the consent of our independent registered
      public accounting firm that was included as Exhibit 15 in the Form 20-F filed
      by
      the Company with the Securities and Exchange Commission on March 30, 2007.
      This
      Amendment No. 1 solely contains the revised consent.







SIGNATURE




The
      registrant hereby certifies that it meets all of the requirements for filing
      on
      Form 20-F/A and that it has duly caused and authorized the undersigned to sign
      this annual report on its behalf.




BLUEPHOENIX
      SOLUTIONS
      LTD.




By:  /s/  Iris
      Yahal


Chief
      Financial
      Officer


Date:
      March 30, 2007